EXHIBIT 10(n)


                               WHITMAN CORPORATION

                          REVISED STOCK INCENTIVE PLAN
                           (Adopted November 21, 1997)

1.   Definitions

     The following definitions shall be applicable throughout this Plan:

          (a)  "Code" shall mean the Internal Revenue Code of 1986,  as the same
     may be amended  from time to time.  Reference in the Plan to any section of
     the Code shall be deemed to include any  amendments or successor  provision
     to such section and any regulations under such section.

          (b)  "Committee"  shall mean the  Committee  selected  by the Board of
     Directors as provided in Paragraph 4,  consisting of two or more members of
     the Board of Directors, each of whom shall be (i) a "Non-Employee Director"
     within the  meaning  of Rule  16b-3  under the  Exchange  Act,  and (ii) an
     "outside  director"  within the meaning of Section  162(m) of the Code. 

          (c) "Common Stock" shall mean common stock of the Corporation, without
     par value.

          (d)  "Corporation"   shall  mean  Whitman   Corporation,   a  Delaware
     corporation.

          (e)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          (f)  "Holder" shall mean an individual who has been granted an Option,
     Restricted Stock Award or Performance Award.

          (g)  "Option"  shall  mean any option  granted  under the Plan for the
     purchase of Common Stock.

          (h)  "Performance  Award"  shall  mean  an  award  granted  under  the
     Performance Award provisions of the Plan.

          (i)  "Plan" shall mean the Corporation's Revised Stock Incentive Plan,
     as amended from time to time.

          (j)  "Restricted  Stock  Award"  shall  mean an award of Common  Stock
     granted under the Restricted Stock Award provisions of the Plan.

          (k)  "Retirement" shall mean cessation of active employment or service
     with  the  Corporation  or  a  subsidiary  pursuant  to  the  Corporation's
     retirement policies and programs.

          (1)  "SAR"  shall mean a stock appreciation  right  which is issued in
     tandem  with,  or by  reference  to, an Option,  which  entitles the Holder
     thereof  to  receive,   upon   exercise  of  such  SAR  and  surrender  for
     cancellation  of all or a portion of such Option,  shares of Common  Stock,
     cash or a combination  thereof with an aggregate  value equal to the excess
     of the fair  market  value  of one  share  of  Common  Stock on the date of
     exercise over the purchase  price  specified in such Option,  multiplied by
     the number of shares of Common  Stock  subject to such  Option,  or portion
     thereof, which is surrendered.

2.   Purpose

     It is the  purpose  of the  Plan to  provide  a  means  through  which  the
Corporation  may attract  able persons to enter its employ and the employ of its
subsidiaries, to serve as directors and to provide a means whereby those persons
upon whom the  responsibilities of the successful  administration and management
of the  Corporation  or its  subsidiaries  rest, and whose present and potential
contributions  to the  welfare of the  Corporation  or its  subsidiaries  are of
importance,  can acquire and maintain stock ownership.  Such persons should thus
have a greater than ordinary  concern for the welfare of the Corporation  and/or
its  subsidiaries  and would be expected to strengthen  and maintain a desire to
remain in the employ or service of the Corporation or its subsidiaries.  It is a
further  purpose of the Plan to provide such persons with  additional  incentive
and reward  opportunities  designed  to  enhance  the  profitable  growth of the
Corporation.  So that the maximum  incentive can be provided each participant in
the Plan by  granting  such  participant  an Option or award best suited to such
participant's  circumstances,  the Plan provides for granting  "incentive  stock
options" (as defined in Section 422 of the Code) and nonqualified  stock options
(with or without SARS),  Restricted Stock Awards and Performance  Awards, or any
combination of the foregoing.

3.   Effective Date and Duration of the Plan

     The Plan shall become  effective upon adoption by the Board of Directors of
the Corporation. The Plan shall remain in effect until all Options granted under
the Plan have been exercised,  all  restrictions  imposed upon Restricted  Stock
Awards have been eliminated and all Performance Awards have been satisfied.

4.   Administration

     The members of the Committee shall be selected by the Board of Directors to
administer  the Plan.  A majority of the  Committee  shall  constitute a quorum.
Subject  to the  express  provisions  of the  Plan,  the  Committee  shall  have
authority,  in its  discretion,  to determine the individuals to receive Options
(with or without SARS), Restricted Stock Awards and Performance Awards, the time
or times when they shall receive them, whether an "incentive stock option" under
Section 422 of the Code or nonqualified  option shall be granted,  the number of
shares to be subject to each Option and Restricted  Stock Award and the value of
each Performance  Award. In making such  determinations the Committee shall take
into  account  the nature of the  services  rendered  by each  individual,  such
individual's  present and potential  contribution to the Corporation's  success,
and such other factors as the Committee shall deem relevant.

     The Committee shall have such  additional  powers as are delegated to it by
the other provisions of the Plan and,  subject to the express  provisions of the
Plan, to construe the respective Option,  Restricted Stock Award and Performance
Award  agreements  and the  Plan,  to  prescribe,  amend and  rescind  rules and
regulations  relating to the Plan and to determine the terms,  restrictions  and
provisions  of  the  Option,   Restricted  Stock  Award  and  Performance  Award
agreements (which need not be identical) including such terms,  restrictions and
provisions  as shall be  requisite  in the  judgment of the  Committee  to cause
certain Options to qualify as "incentive stock options" under Section 422 of the
Code,  and  to  make  all  other  determinations   necessary  or  advisable  for
administering  the Plan. The Committee  may, in its sole  discretion and for any
reason at any time, subject to the requirements  imposed under Section 162(m) of
the Code and regulations promulgated thereunder in the case of an award intended
to be qualified performance-based compensation, take action such that (i) any or
all outstanding Options shall become exercisable in part or in full, (ii) all or
some of the  restrictions  applicable to any outstanding  Restricted Stock Award
shall  lapse and (iii) all or a portion  of any  outstanding  Performance  Award
shall be satisfied.  The Committee may correct any defect or supply any omission
or reconcile any  inconsistency  in the Plan or in any Option,  Restricted Stock
Award or  Performance  Award  agreement in the manner and to the extent it shall
deem expedient to carry it into effect, and it shall be the sole and final judge
of such expediency.  The  determinations of the Committee on matters referred to
in this Paragraph 4 shall be conclusive.

     The Committee shall act by majority action at a meeting, except that action
permitted  to be taken at a meeting  may be taken  without a meeting  if written
consent thereto is given by all members of the Committee.

5.   Grants of Options,  Restricted Stock Awards and Performance Awards;  Shares
     Subject to the Plan

     The Committee may from time to time grant both  "incentive  stock  options"
under  Section 422 of the Code and  nonqualified  options to purchase  shares of
Common Stock (with or without  SARS),  Restricted  Stock Awards and  Performance
Awards to one or more officers,  key employees or directors  determined by it to
be eligible for  participation  in accordance with the provisions of Paragraph 6
and  providing  for the  issuance  of such  number of shares and, in the case of
Performance Awards,  having such value as in the discretion of the Committee may
be fitting and proper.  Subject to Paragraph 10, not more than 5,000,000  shares
of Common  Stock may be issued  upon  exercise of Options or SARs or pursuant to
Restricted  Stock Awards or Performance  Awards granted under the Plan, plus the
number of  shares  of  Common  Stock  remaining  available  for grant  under the
Corporation's  former Stock Incentive Plan as of November 21, 1997.  Performance
Awards  which may be  exercised or paid only in cash shall not affect the number
of shares of Common Stock available for issuance under the Plan.

     The Common Stock to be offered  under the Plan  pursuant to Options,  SARS,
Restricted  Stock Awards and  Performance  Awards may be authorized but unissued
Common Stock or Common Stock previously issued and outstanding and reacquired by
the Corporation.

     The number of shares of Common Stock  available for issuance under the Plan
shall be reduced by the sum of the  aggregate  number of shares of Common  Stock
then subject to outstanding  Options,  Restricted  Stock Awards and  outstanding
Performance  Awards  which may be paid  solely  in shares of Common  Stock or in
either  shares of Common  Stock or cash.  To the extent (i) that an  outstanding
Option expires or terminates unexercised or is canceled or forfeited (other than
in  connection  with the exercise of an SAR for Common Stock as set forth in the
immediately  following  sentence) or (ii) that an outstanding  Restricted  Stock
Award or  outstanding  Performance  Award  which may be paid solely in shares of
Common Stock or in either  shares of Common Stock or cash expires or  terminates
without  vesting or is canceled or forfeited or (iii) shares of Common Stock are
withheld or delivered  pursuant to the provisions on Share Withholding set forth
in Paragraph 11 (A),  then the shares of Common Stock  subject to such  expired,
terminated,   unexercised,   canceled  or  forfeited  portion  of  such  Option,
Restricted  Stock Award or Performance  Award,  or the shares of Common Stock so
withheld or delivered,  shall again be available for issuance under the Plan. In
the event  all or a  portion  of an SAR is  exercised,  the  number of shares of
Common Stock subject to the related  Option (or portion  thereof) shall again be
available  for  issuance  under the Plan,  except to the extent  that  shares of
Common Stock were actually issued upon exercise of the SAR.

     To  the  extent   necessary   for  an  award   hereunder  to  be  qualified
performance-based  compensation  under Section  162(m) of the Code and the rules
and  regulations  thereunder,  the maximum number of shares of Common Stock with
respect to which  Options,  SARs or  Restricted  Stock  Awards or a  combination
thereof may be granted  during any calendar year to any person shall be 500,000,
subject to adjustment as provided in Paragraph 10. Grants of Options, Restricted
Stock  Awards or  Performance  Awards that are  canceled  shall count toward the
maximum stated in the preceding sentence.

6.   Eligibility

     Options, Restricted Stock Awards and Performance Awards may be granted only
to  persons  who,  at the time of the grant or award,  are  officers,  other key
employees  or  directors  of the  Corporation  or any of its  present and future
subsidiaries  within the meaning of Section  424(f) of the Code  (herein  called
subsidiaries).  Options,  Restricted Stock Awards or Performance  Awards, or any
combination  thereof,  may be  granted  on more  than one  occasion  to the same
person.  A person who has received or is eligible to receive options to purchase
stock  of any  subsidiary  of the  Corporation  or  incentive  awards  from  any
subsidiary  of the  Corporation  will not, by reason  thereof,  be ineligible to
receive Options,  Restricted  Stock Awards or Performance  Awards under the Plan
unless prohibited by the plan of such subsidiary.

     Nothing in the Plan or any Option,  Restricted  Stock Award or  Performance
Award  agreement shall be construed to constitute or be evidence of an agreement
or  understanding,  expressed or implied,  on the part of the Corporation or its
subsidiaries to employ any person for any specific period of time.

7.   Options and SARs

          (A) Number of Shares.  The  Committee  may, in its  discretion,  grant
     Options to such eligible persons as may be selected by the Committee.  With
     respect to each Option,  the Committee shall determine the number of shares
     subject  to the Option  and the  manner  and the time of  exercise  of such
     Option.  The Committee  shall make such other  determinations  which in its
     discretion appear to be fitting and proper.

          (B) Stock Option Agreement.  Each Option shall be evidenced by a stock
     option  agreement in such form containing such provisions not  inconsistent
     with the  provisions of the Plan as the  Committee  from time to time shall
     approve,  including,  without  limitation,  provisions  to qualify  certain
     Options as  "incentive  stock  options"  under  Section 422 of the Code. An
     incentive  stock  option  may not be  granted  to any  person who is not an
     employee  of the  Corporation  or any parent or  subsidiary  (as defined in
     Section 424 of the Code).  Each  incentive  stock  option  shall be granted
     within  ten years of the  earlier  of the date the Plan is  adopted  by the
     Corporation's  Board of  Directors  and the date  the Plan is  approved  by
     Whitman as the sole shareholder of the Corporation.  To the extent that the
     aggregate fair market value  (determined as of the date of grant) of shares
     of Common Stock with respect to which Options designated as incentive stock
     options are  exercisable for the first time by a person during any calendar
     year exceeds the amount (currently $100,000)  established by the Code, such
     Options shall be deemed to be non-qualified stock options.

          (C) Option Price and Term of Option.  The purchase  price per share of
     the Common Stock under each Option shall be  determined  by the  Committee;
     provided,  however,  that the  purchase  price per  share of  Common  Stock
     purchasable  upon  exercise of an incentive  stock option shall not be less
     than 100% of the fair  market  value of the  Common  Stock at the date such
     Option is granted;  provided,  further,  that if an incentive  stock option
     shall be granted to any person  who,  at the time such  Option is  granted,
     owns capital stock of the  Corporation  possessing more than ten percent of
     the total  combined  voting  power of all  classes of capital  stock of the
     Corporation  (or of any parent or  subsidiary of the  Corporation)  (a "Ten
     Percent Holder"), such purchase price shall be the price (currently 110% of
     fair market value) required by the Code in order to constitute an incentive
     stock option.

          The period during which an Option may be exercised shall be determined
     by the Committee;  provided,  however, that no incentive stock option shall
     be  exercised  later  than ten  years  after  its date of  grant;  provided
     further,  that if an  incentive  stock  option  shall be  granted  to a Ten
     Percent  Holder,  such option shall not be exercised  later than five years
     after its date of grant.  The Committee shall  determine  whether an Option
     shall become  exercisable in cumulative or non-cumulative  installments and
     in part or in full at any time. An exercisable  Option, or portion thereof,
     may be exercised only with respect to whole shares of Common Stock.

          (D) Payment.  An Option may be exercised by giving  written  notice to
     the  Corporation  specifying  the  number of  shares of Common  Stock to be
     purchased  and  accompanied  by payment of the  purchase  price in full (or
     arrangement made for such payment to the  Corporation's  satisfaction).  As
     determined by the Committee at the time of grant of an Option and set forth
     in the agreement  evidencing the Option, the purchase price may be paid (a)
     in  cash or (b) by  delivery  (either  actual  delivery  or by  attestation
     procedures established by the Corporation) of previously-owned whole shares
     of Common Stock (for which the holder has good title, free and clear of all
     liens and  encumbrances  and which such  holder  either (i) has held for at
     least six months or (ii) has purchased on the open market)  valued at their
     fair  market  value  on the  date of  exercise.  If  applicable,  a  person
     exercising an Option shall  surrender to the Corporation any SARs which are
     canceled by reason of the exercise of such Option.

          (E)  Termination  of Employment or Service or Death of Holder.  In the
     event of any  termination of the employment or service of a Holder with the
     Corporation or one of its  subsidiaries,  other than by reason of death or,
     in the case of a Holder of a nonqualified  option,  Retirement,  the Holder
     may (unless  otherwise  provided  in the Option  agreement)  exercise  each
     Option held by such Holder at any time within  three months (or one year if
     the Holder is  permanently  and  totally  disabled  within  the  meaning of
     Section  22(e)(3)  of the Code) after such  termination  of  employment  or
     service,  but only if and to the extent such Option is  exercisable  at the
     date of such  termination  of employment or service,  and in no event after
     the date on which such Option would otherwise terminate; provided, however,
     that if such termination of employment or service is for cause or voluntary
     on the part of the Holder without the written  consent of the  Corporation,
     any  Option  held by such  Holder  under the Plan  shall  terminate  unless
     otherwise provided in the Option agreement.

          In the event of the  termination  of employment or service of a Holder
     of a nonqualified  option by reason of Retirement,  then each  nonqualified
     option held by the Holder shall be fully  exercisable,  and, subject to the
     following  paragraph,  such nonqualified option shall be exercisable by the
     Holder at any time up to and  including  (but not  after) the date on which
     the  nonqualified   option  would  otherwise  terminate  (unless  otherwise
     provided in the Option Agreement).

          In the  event of the  death  of a  Holder  (i)  while  employed  by or
     providing  service to the  Corporation or one of its  subsidiaries or after
     Retirement,  (ii) within  three months  after  termination  of the Holder's
     employment,  other  than a  termination  by reason of  permanent  and total
     disability  within the meaning of Section  22(e)(3)  of the Code,  or (iii)
     within one year after  termination of the Holder's  employment by reason of
     such  disability,  then each Option held by such Holder may be exercised by
     the  legatees  of the  Holder  under  his  last  will,  or by his  personal
     representatives or distributees, at any time within a period of nine months
     after the  Holder's  death,  but only if and to the extent  such  Option is
     exercisable  at the date of death  (unless death occurs while the Holder is
     employed  by or  providing  service  to  the  Corporation  or  one  of  its
     subsidiaries,  in which case each Option held by the Holder  shall be fully
     exercisable),  and in no event  after the date on which such  Option  would
     otherwise terminate.

          (F)  Privileges  of the  Holder as  Shareholder.  The  Holder shall be
     entitled to all the  privileges  and rights of a  shareholder  with respect
     only to such shares of Common Stock as have been actually  purchased  under
     the Option and registered in the Holder's name.

          (G) SARS.  The  Committee  may, in its sole  discretion,  grant an SAR
     (concurrently  with  the  grant  of  the  Option  or,  in  the  case  of  a
     nonqualified option which is not intended to be qualified performance-based
     compensation under Section 162(m) of the Code and the rules and regulations
     thereunder,  subsequent to such grant) to any Holder of any Option  granted
     under the Plan (or such  Holder's  legatees,  personal  representatives  or
     distributees  then  entitled  to  exercise  such  Option).  An  SAR  may be
     exercised (i) by giving  written notice to the  Corporation  specifying the
     number of SARs which are being  exercised and (ii) by  surrendering  to the
     Corporation any Options which are canceled by reason of the exercise of the
     SAR. An SAR shall be exercisable  upon such additional terms and conditions
     as may from time to time be  prescribed  by the  Committee.  No  fractional
     share shall be issued upon the exercise of any SAR.

          (H)  Non-Transferability.  Unless otherwise specified in the agreement
     evidencing  an  Option  or  SAR,  no  Option  or  SAR  hereunder  shall  be
     transferable  other than by will or the laws of descent and distribution or
     pursuant to beneficiary designation procedures approved by the Corporation.
     Except to the extent  permitted by the foregoing  sentence,  each Option or
     SAR may be exercised during the Holder's lifetime only by the Holder or the
     Holder's legal representative or similar person. Except as permitted by the
     second  preceding  sentence,  no  Option  or SAR  hereunder  shall be sold,
     transferred,  assigned,  pledged,  hypothecated,  encumbered  or  otherwise
     disposed of (whether by  operation  of law or  otherwise)  or be subject to
     execution,  attachment  or similar  process.  Upon any  attempt to so sell,
     transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any
     Option or SAR hereunder, such Option or SAR and all rights thereunder shall
     immediately become null and void.

8.   Restricted Stock Awards

          (A) Restriction Period to Be Established by the Committee. At the time
     of the making of a Restricted  Stock Award, the Committee shall establish a
     period of time (the  "Restriction  Period")  applicable to such award.  The
     Committee may establish different Restriction Periods from time to time and
     each Restricted Stock Award may have a different Restriction Period, in the
     discretion of the Committee.

          (B) Other Terms and Conditions. Common Stock, when awarded pursuant to
     a Restricted  Stock Award,  shall be represented by a stock  certificate or
     book-entry  credits  registered  in the name of the Holder who receives the
     Restricted  Stock Award or a nominee  for the  benefit of the  Holder.  The
     Holder shall have the right to receive  dividends  (or the cash  equivalent
     thereof)  during  the  Restriction  Period and shall also have the right to
     vote such  Common  Stock and all other  shareholder's  rights (in each case
     unless otherwise provided in the agreement  evidencing the Restricted Stock
     Award),  with the  exception  that (i) the Holder  shall not be entitled to
     delivery of the stock  certificate  (or the removal of  restrictions in the
     Corporation's  books and records) until the Restriction  Period established
     by the Committee  pursuant to Paragraph  8(A) shall have expired,  (ii) the
     Corporation  shall  retain  custody  of the stock  certificate  during  the
     Restriction  Period,  (iii)  the  Holder  may not sell,  transfer,  pledge,
     exchange,   hypothecate   or  dispose  of  such  Common  Stock  during  the
     Restriction Period, and (iv) a breach of restriction or breach of terms and
     conditions  established by the Committee  pursuant to the Restricted  Stock
     Award shall cause a forfeiture of the Restricted  Stock Award. If requested
     by the Corporation, a Holder of a Restricted Stock Award shall deposit with
     the Corporation stock powers or other instruments of assignment  (including
     a power of attorney),  each endorsed in blank with a guarantee of signature
     if deemed necessary or appropriate by the  Corporation,  which would permit
     transfer  to the  Corporation  of all or a portion  of the shares of Common
     Stock  subject  to the  Restricted  Stock  Award in the event such award is
     forfeited  in whole or in part.  A  distribution  with respect to shares of
     Common Stock,  other than a distribution  in cash,  shall be subject to the
     same  restrictions as the shares of Common Stock with respect to which such
     distribution was made,  unless otherwise  determined by the Committee.  The
     Committee may, in addition,  prescribe  additional  restrictions,  terms or
     conditions upon or to the Restricted  Stock Award in the manner  prescribed
     by Paragraph 4. The Committee may, in its sole  discretion,  also establish
     rules  pertaining to the Restricted Stock Award in the event of termination
     of employment or service (by Retirement, disability, death or otherwise) of
     a Holder of such award prior to the expiration of the Restriction Period.

          (C) Restricted  Stock Award  Agreement.  Each  Restricted  Stock Award
     shall  be  evidenced  by an  agreement  in such  form and  containing  such
     provisions  not  inconsistent  with  the  provisions  of  the  Plan  as the
     Committee from time to time shall approve.

          (D) Payment for Restricted Stock.  Restricted Stock Awards may be made
     by the Committee  whereby the Holder receives Common Stock subject to those
     terms, conditions and restrictions  established by the Committee but is not
     required to make any payment for said Common Stock.  The Committee may also
     establish  terms as to each Holder  whereby such Holder,  as a condition to
     the  Restricted  Stock  Award,  is  required  to  pay,  in  cash  or  other
     consideration, all (or any lesser amount than all) of the fair market value
     of the Common Stock,  determined as of the date the Restricted  Stock Award
     is made.

          (E)  Termination  of  Employment  or  Service  or Death of  Holder.  A
     Restricted  Stock Award shall terminate for all purposes if the Holder does
     not remain  continuously  in the employ or service of the  Corporation or a
     subsidiary at all times during the applicable Restriction Period, except as
     may otherwise be determined by the Committee.

9.   Performance Awards

          (A) Performance  Period. The Committee shall establish with respect to
     each Performance  Award a performance  period over which the performance of
     the Holder shall be measured.  The performance  period shall be established
     at the time of such award.

          (B) Performance  Awards.  Each Performance  Award shall have a maximum
     value established by the Committee at the time of such award.

          (C) Performance  Measures.  Performance  Awards shall be awarded to an
     eligible  person  contingent  upon future  performance  of the  Corporation
     and/or the Corporation's  subsidiary,  division or department in which such
     person  is  employed  over the  performance  period.  The  Committee  shall
     establish the  performance  measures  applicable to such  performance.  The
     performance measures determined by the Committee shall be established prior
     to the  beginning of each  performance  period but,  except as necessary to
     qualify  a  Performance  Award as  "performance-based  compensation"  under
     Section 162(m) of the Code and the rules and regulations thereunder, may be
     subject to such later revisions to reflect  significant,  unforeseen events
     or changes, as the Committee shall deem appropriate.

          (D) Award Criteria.  In determining  the value of Performance  Awards,
     the Committee shall take into account an eligible  person's  responsibility
     level,  performance,  potential, cash compensation level, unexercised stock
     options,  other incentive awards and such other  considerations as it deems
     appropriate.   Notwithstanding  the  preceding  sentence,   to  the  extent
     necessary  for  a  Performance  Award  to  be  qualified  performance-based
     compensation under Section 162(m) of the Code and the rules and regulations
     thereunder,  the performance period shall be not less than three years and,
     if a Performance  Award is payable in shares of Common  Stock,  the maximum
     number of shares that may be paid under the  Performance  Award during such
     performance  period shall be 500,000 and, if a Performance Award is payable
     in cash,  the maximum amount that may be paid under the  Performance  Award
     during such performance period shall be $10,000,000.

          (E) Payment.  Following the end of each performance period, the Holder
     of each  Performance  Award  shall be  entitled  to  receive  payment of an
     amount,  not exceeding the maximum value of the Performance Award, based on
     the achievement of the performance measures for such performance period, as
     determined  by the  Committee.  Payment of  Performance  Awards may be made
     wholly in cash, wholly in shares of Common Stock or a combination  thereof,
     all at the discretion of the Committee. Payment shall be made in a lump sum
     or in  installments,  and shall be subject to such  vesting and other terms
     and  conditions  as may be  prescribed  by the  Committee for such purpose.
     Notwithstanding anything contained herein to the contrary, in the case of a
     Performance Award intended to be qualified  performance-based  compensation
     under Section 162(m) and the rules and regulations  thereunder,  no payment
     shall  be made  under  any  such  Performance  Award  until  the  Committee
     certifies in writing  that the  performance  measures  for the  performance
     period have in fact been achieved.

          (F)  Termination  of  Employment  or  Service  or Death of  Holder.  A
     Performance  Award shall  terminate for all purposes if the Holder does not
     remain  continuously  in the  employ or  service  of the  Corporation  or a
     subsidiary at all times during the applicable performance period, except as
     may otherwise be determined by the Committee. 

          In the event  that a Holder  of a  Performance  Award  ceases to be an
     employee or director of the Corporation following the end of the applicable
     performance  period but prior to full payment according to the terms of the
     Performance  Award,   payment  shall  be  made  in  accordance  with  terms
     established by the Committee for the payment of such Performance Award.

          (G) Other Terms and Conditions. When a Performance Award is payable in
     installments in Common Stock,  if determined by the Committee,  one or more
     stock  certificates  or  book-entry  credits  registered in the name of the
     Holder  representing  shares of Common Stock which would have been issuable
     to the Holder of the  Performance  Award if such  payment  had been made in
     full on the day following the end of the applicable  performance period may
     be registered in the name of such Holder,  and during the period until such
     installment  becomes  due  such  Holder  shall  have the  right to  receive
     dividends (or the cash equivalent thereof) and shall also have the right to
     vote such  Common  Stock and all other  shareholder's  rights (in each case
     unless  otherwise  provided in the  agreement  evidencing  the  Performance
     Award),  with the  exception  that (i) the Holder  shall not be entitled to
     delivery of any stock certificate  until the installment  payable in shares
     becomes  due,  (ii) the  Corporation  shall  retain  custody  of any  stock
     certificates  until such time and (iii) the Holder may not sell,  transfer,
     pledge,  exchange,  hypothecate  or dispose of such Common Stock until such
     time. A  distribution  with  respect to shares of Common  Stock  payable in
     installments  which has not become due, other than a distribution  in cash,
     shall be subject  to the same  restrictions  as the shares of Common  Stock
     with  respect  to  which  such  distribution  was  made,  unless  otherwise
     determined by the Committee.

          (H) Performance  Award  Agreements.  Each  Performance  Award shall be
     evidenced by an agreement in such form and containing  such  provisions not
     inconsistent  with the provisions of the Plan as the Committee from time to
     time shall approve.

10.  Adjustments Upon Changes in Capitalization; Change in Control

          (A)  Notwithstanding  any other  provision  of the Plan,  each Option,
     Restricted  Stock Award or  Performance  Award  agreement  may contain such
     provisions  as the  Committee  shall  determine to be  appropriate  for the
     adjustment  of (i) the  number  and class of shares or other  consideration
     subject to any Option or to be delivered  pursuant to any Restricted  Stock
     Award or  Performance  Award and (ii) the Option or Restricted  Stock Award
     price,   in  the   event   of  a  stock   dividend,   spin-off,   split-up,
     recapitalization, merger, consolidation, combination or exchange of shares,
     or the  like.  In such  event,  the  maximum  number  and  class of  shares
     available  under the Plan,  and the number  and class of shares  subject to
     Options,  SARS,  Restricted  Stock Awards or Performance  Awards,  shall be
     appropriately  adjusted  by the  Committee,  whose  determination  shall be
     conclusive.

          (B)(i) In the event of a "change in control" (as hereinafter  defined)
     pursuant to subparagraph  (C)(i) or (ii) below, or in the event of a change
     in control  pursuant to  subparagraph  (C)(iii) or (iv) below in connection
     with which the holders of Common  Stock  receive  consideration  other than
     shares of common stock that are registered under Section 12 of the Exchange
     Act:

               (1)(x) each Option granted under the Plan shall be exercisable in
          full, (y) each Holder of an Option shall receive from the  Corporation
          within  60 days  after the  change in  control,  in  exchange  for the
          surrender  of the  Option or any  portion  thereof  to the  extent the
          Option is then exercisable in accordance with clause (x), an amount in
          cash  equal to the  difference  between  the  fair  market  value  (as
          determined  by the  Committee) on the date of the change in control of
          the Common Stock covered by the Option or portion  thereof which is so
          surrendered  and the  purchase  price of such  Common  Stock under the
          Option and (z) each SAR shall be surrendered by the Holder thereof and
          shall be canceled  simultaneously with the cancellation of the related
          Option;

               (2) each Holder of a  Restricted  Stock Award shall  receive from
          the  Corporation  within 60 days  after  the  change  in  control,  in
          exchange for the surrender of the Restricted Stock Award, an amount in
          cash equal to the fair market value (as  determined by the  Committee)
          on the date of the change in control  of the Common  Stock  subject to
          the Restricted Stock Award;

               (3) each Holder of a Performance  Award for which the performance
          period has not expired  shall receive from the  Corporation  within 60
          days after the change in control, in exchange for the surrender of the
          Performance Award, an amount in cash equal to the product of the value
          of the Performance  Award and a fraction the numerator of which is the
          number of whole months  which have  elapsed from the  beginning of the
          performance  period  to the  date of the  change  in  control  and the
          denominator of which is the number of whole months in the  performance
          period; and

               (4) each Holder of a  Performance  Award that has been earned but
          not yet paid shall receive an amount in cash equal to the value of the
          Performance Award.

          (ii)  Notwithstanding any other provision of the Plan or any agreement
     relating to an Option,  Restricted Stock Award or Performance Award, in the
     event of a change in control  pursuant  to  subparagraph  (C)(iii)  or (iv)
     below in connection  with which the holders of Common Stock receive  shares
     of common stock that are registered under Section 12 of the Exchange Act:

               (1)  each  Option  and  SAR  granted  under  the  Plan  shall  be
          exercisable in full;

               (2)  the  Restriction   Period   applicable  to  any  outstanding
          Restricted  Stock  Award shall  lapse and,  if  applicable,  any other
          restrictions,  terms or conditions  shall lapse and/or be deemed to be
          satisfied at the maximum value or level; 

               (3)  the  performance  measures  applicable  to  any  outstanding
          Performance  Award  shall be deemed  to be  satisfied  at the  maximum
          value; and

               (4) there  shall be  substituted  for each share of Common  Stock
          remaining  available for issuance under the Plan,  whether or not then
          subject to an outstanding Option (and SAR),  Restricted Stock Award or
          Performance  Award,  the  number  and class of shares  into which each
          outstanding share of Common Stock shall be converted  pursuant to such
          Change in Control. In the event of any such substitution, the purchase
          price  per  share in the  case of an  Option  shall  be  appropriately
          adjusted by the Committee (whose  determination  shall be conclusive),
          such  adjustments  to be made  without any  increase in the  aggregate
          purchase price.  

          (C) For purposes of this paragraph, the term "change in control" shall
     mean: 

               (i)  the  acquisition  by any  individual,  entity  or  group  (a
          "Person"),  including  any  "person"  within  the  meaning  of Section
          13(d)(3) or  14(d)(2) of the  Exchange  Act, of  beneficial  ownership
          within the meaning of Rule 13d-3  promulgated  under the Exchange Act,
          of 25% or more of  either  (x) the then  outstanding  shares of common
          stock of the Corporation (the  "Outstanding  Common Stock") or (y) the
          combined  voting  power  of the  then  outstanding  securities  of the
          Corporation  entitled to vote  generally  in the election of directors
          (the  "Outstanding  Voting  Securities");   excluding,   however,  the
          following:  (1)  any   acquisition   directly  from  the   Corporation
          (excluding any acquisition resulting from the exercise of an exercise,
          conversion  or  exchange   privilege  unless  the  security  being  so
          exercised,  converted or  exchanged  was  acquired  directly  from the
          Corporation),   (2)  any  acquisition  by  the  Corporation,  (3)  any
          acquisition by an employee  benefit plan (or related trust)  sponsored
          or maintained by the Corporation or any corporation  controlled by the
          Corporation or (4) any  acquisition by any  corporation  pursuant to a
          transaction  which  complies  with  clauses (1), (2) and (3) of clause
          (iii) in this definition of change in control;

               (ii)  individuals  who,  as of the  effective  date of the  Plan,
          constitute the Board of Directors of the  Corporation  (the "Incumbent
          Board") cease for any reason to constitute at least a majority of such
          Board;  provided,  however, that any individual who becomes a director
          of the  Corporation  subsequent to such effective date whose election,
          or  nomination  for election by the  Corporation's  shareholders,  was
          approved  by the vote of at least a  majority  of the  directors  then
          comprising  the  Incumbent  Board  shall be  deemed  a  member  of the
          Incumbent  Board;  and provided  further,  that any individual who was
          initially  elected as a director of the  Corporation as a result of an
          actual or threatened  election contest, as such terms are used in Rule
          14a-11 of Regulation  14A  promulgated  under the Exchange Act, or any
          other actual or threatened  solicitation  of proxies or consents by or
          on behalf of any Person other than the Board of Directors shall not be
          deemed a member of the Incumbent Board;

               (iii)   the   consummation   of  a   reorganization,   merger  or
          consolidation  of the Corporation or sale or other  disposition of all
          or  substantially  all of the assets of the  Corporation (a "Corporate
          Transaction"); excluding, however, a Corporate Transaction pursuant to
          which (1) all or substantially  all of the individuals or entities who
          are the beneficial  owners,  respectively,  of the Outstanding  Common
          Stock and the Outstanding Voting Securities  immediately prior to such
          Corporate  Transaction will  beneficially own, directly or indirectly,
          more than 66-2/3% of,  respectively,  the outstanding shares of common
          stock, and the combined voting power of the outstanding  securities of
          such  corporation  entitled  to  vote  generally  in the  election  of
          directors,  as the case may be, of the corporation resulting from such
          Corporate Transaction  (including,  without limitation,  a corporation
          which as a result of such  transaction  owns the Corporation or all or
          substantially  all of the  Corporation's  assets  either  directly  or
          indirectly) in  substantially  the same  proportions  relative to each
          other  as  their  ownership,   immediately  prior  to  such  Corporate
          Transaction,  of the  Outstanding  Common  Stock  and the  Outstanding
          Voting Securities,  as the case may be, (2) no Person (other than: the
          Corporation; any employee benefit plan (or related trust) sponsored or
          maintained by the  Corporation  or any  corporation  controlled by the
          Corporation;   the   corporation   resulting   from   such   Corporate
          Transaction;  and any Person  which  beneficially  owned,  immediately
          prior to such Corporate  Transaction,  directly or indirectly,  25% or
          more  of  the  Outstanding  Common  Stock  or the  Outstanding  Voting
          Securities,  as the case may be) will  beneficially  own,  directly or
          indirectly,  25% or more of,  respectively,  the outstanding shares of
          common  stock  of  the  corporation   resulting  from  such  Corporate
          Transaction or the combined voting power of the outstanding securities
          of such  corporation  entitled to vote  generally  in the  election of
          directors and (3)  individuals who were members of the Incumbent Board
          will  constitute  at least a majority  of the  members of the board of
          directors   of  the   corporation   resulting   from  such   Corporate
          Transaction; or

               (iv)  the  consummation  of a plan  of  complete  liquidation  or
          dissolution of the Corporation.

          (D) With  respect  to any Holder of an Option or SAR who is subject to
     Section 16 of the Exchange Act, (i)  notwithstanding  the exercise  periods
     set forth in Paragraph  7(E) or as set forth  pursuant to Paragraph 7(E) in
     any agreement  evidencing such Option or SAR and (ii)  notwithstanding  the
     expiration  date of the  term of such  Option  or  SAR,  in the  event  the
     Corporation is involved in a business  combination  which is intended to be
     treated as a pooling of  interests  for  financial  accounting  purposes (a
     "Pooling  Transaction")  or  pursuant  to  which  such  Holder  receives  a
     substitute option to purchase securities of any entity, including an entity
     directly or indirectly  acquiring the Corporation,  then each Option or SAR
     (or option or stock  appreciation  right in  substitution  thereof) held by
     such Holder shall be  exercisable  to the extent set forth in the agreement
     evidencing  such  Option or SAR until and  including  the latest of (x) the
     expiration  date of the term of the  Option or SAR or, in the event of such
     Holder's termination of employment or service, the date determined pursuant
     to Paragraph  7(E),  (y) the date which is six months and ten business days
     after the consummation of such business  combination and (z) the date which
     is ten  business  days after the date of  expiration  of any period  during
     which such  Holder may not  dispose  of a  security  issued in the  Pooling
     Transaction  in order for the Pooling  Transaction to be accounted for as a
     pooling of interests.

11.  Withholding Taxes

          (A) If provided in the agreement evidencing an Option, SAR, Restricted
     Stock Award or Performance  Award, the Holder thereof may elect, by written
     notice to the Corporation at the office of the  Corporation  designated for
     that  purpose,  to pay  through  withholding  by the  Corporation  all or a
     portion of the estimated federal, state, local and other taxes arising from
     (1) the exercise of an Option or SAR and (2) the vesting or distribution of
     shares of Common Stock pursuant to a Restricted  Stock Award or Performance
     Award (a) by having the Corporation  withhold shares of Common Stock or (b)
     by delivering previously-owned shares (collectively,  "Share Withholding"),
     in each case  being such  number of shares of Common  Stock as shall have a
     fair market value equal to the amount of taxes to be  withheld,  rounded up
     to the nearest whole share.

          (B) A Share  Withholding  election  shall be subject to disapproval by
     the Corporation.

          (C) If the  date as of  which  the  amount  of tax to be  withheld  is
     determined  (the "Tax  Date") is deferred  until  after the  exercise of an
     Option or SAR, the  expiration of the  Restriction  Period  applicable to a
     Restricted  Stock Award or the payment of a Performance  Award,  and if the
     Holder elects Share Withholding,  the Corporation shall issue to the Holder
     the full  number of shares of Common  Stock,  if any,  resulting  from such
     exercise,  expiration  or payment and the Holder  shall be  unconditionally
     obligated  to deliver  to the  Corporation  on the Tax Date such  number of
     shares of Common Stock as shall have an  aggregate  fair market value equal
     to the amount to be  withheld  on the Tax Date,  rounded up to the  nearest
     whole share.

          (D) The fair market  value of shares of Common  Stock used for payment
     of taxes,  as provided in this  Paragraph  11, shall be the mean sale price
     per share, as reported for New York Stock Exchange Composite  Transactions,
     on the Tax Date.

12.  Termination of Plan

     The Plan may be terminated  at any time by the Board of  Directors,  except
with respect to any Options, SARS, Restricted Stock Awards or Performance Awards
then outstanding. The Corporation reserves the right to restrict, in whole or in
part,  the  exercise  of any  Options or SARs or the  delivery  of Common  Stock
pursuant to any Restricted Stock Awards or Performance  Awards granted under the
Plan until such time as,

          (A) any legal  requirements  or regulations  have been met relating to
     the issuance of the shares covered thereby or to their  registration  under
     the Securities Act of 1933 or to any applicable State laws; and
                                                                                
          (B)  satisfactory  assurances are received that the shares when issued
     will be duly listed on the New York Stock Exchange, Inc.

13.  Amendment of the Plan

     The Board of Directors may amend the Plan; provided,  however, that without
approval  of the  shareholders  the Board of  Directors  may not amend the Plan,
subject to Paragraph 10, to (a) increase the maximum  number of shares which may
be issued on exercise of Options or SARs or pursuant to Restricted  Stock Awards
or  Performance  Awards  granted  under  the  Plan  or  (b)  effect  any  change
inconsistent with Section 422 of the Code.

14.  Effect of the Plan

     Neither the  adoption of the Plan nor any action of the Board of  Directors
or of the  Committee  shall be deemed to give any person any right to be granted
an Option, a right to a Restricted Stock Award or a right to a Performance Award
or any  rights  hereunder  except as may be  evidenced  by an Option  agreement,
Restricted Stock Award agreement or Performance  Award agreement,  duly executed
on behalf of the  Corporation,  and then only to the extent and on the terms and
conditions expressly set forth therein.